DEF 14A of Arlo Technologies, Inc., Apr 25, 2025

DEF 14A of Arlo Technologies, Inc.

Filed Apr 25, 2025 · FY20240001140361-25-015713

Open on EDGAR

  1. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating and Corporate Governance Committee to believe that the nominee should continue to serve on the Board. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

  2. Director Nominees and Continuing Directors

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 23 |

  3. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

  4. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Business Experience: Ralph E. Faison has served as the Chairman of our Board since 2018. Mr. Faison is currently a private investor. Prior to joining Arlo’s Board, Mr. Faison served on the board of directors of NETGEAR, Inc. ("NETGEAR") from 2003 to 2018. From 2011 to 2014, Mr. Faison served as the President and Chief Executive Officer and chair of the board of directors of Pulse Electronics Corporation. From 2003 through 2007, Mr. Faison served as Chief Executive Officer of Andrew Corporation and served at various times as its President, Chief Operating Officer, and Director. From 2001 to 2002, Mr. Faison was President and Chief Executive Officer of Celiant Corporation, which was acquired by Andrew Corporation. From 1997 to 2001, Mr. Faison was Vice President of the New Ventures Group at Lucent Technologies, Inc., and from 1995 to 1997, he was Vice President of advertising and brand management at Lucent. Prior to Lucent, Mr. Faison also held various positions at AT&T, including as Vice President and General Manager of AT&T’s wireless business unit and manufacturing Vice President for its consumer products unit in Bangkok, Thailand. Mr. Faison currently serves on the board of directors of Vislink Technologies, Inc., a public company that produces wireless broadcast video cameras for the commercial broadcast and military markets. Mr. Faison received a Master of Science, Business Administration and Management from Stanford University Graduate School of Business and a Bachelor of Business Administration, Marketing from Georgia State University. Qualifications: Mr. Faison has extensive experience in leading and managing large international companies. He is well-versed in the complex manufacturing and distribution systems that today’s multinational companies implement. The Nominating and Corporate Governance Committee believes that Mr. Faison, as a previous public company chair and chief executive officer, is able to advise Arlo on many aspects of public company governance and management and is qualified to serve as a member of our Board. | | Ralph E. Faison | | | Age 66 Director since 2018 Board Committees: Chairman of the Board, Nominating and Corporate Governance (Chair), Compensation and Human Capital, Cybersecurity and Privacy, Strategic and Capital Allocation (Chair) Other Current Public Company Boards: Vislink Technologies, Inc. | |

  5. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Business Experience: Jocelyn E. Carter-Miller has served as a member of Arlo’s Board since 2018. Prior to joining our Board, Ms. Carter-Miller served on the board of directors of NETGEAR from 2009 to 2018. Since 2001, Ms. Carter-Miller has been President of TechEdVentures, Inc. and since 2013 of SoulTranSync, LLC, both of which are entrepreneurial ventures specializing in the development and marketing of high performance educational and personal/ community empowerment programming. Ms. Carter-Miller has also led Jocelyn Carter-Miller, LLC, a business consulting firm, as President since 2016. From 2002 to 2004, Ms. Carter-Miller also served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. and spent a decade with Motorola, Inc., initially as a Director of Marketing and Network Service Quality, then as Vice President and GM of International Networks Division Latin America and EMEA Operations, and ultimately as Corporate Vice President and Chief Marketing Officer. She also spent ten years at Mattel, Inc. in marketing, product development and strategic business planning roles. Currently, Ms. Carter-Miller holds leadership roles on the public boards of Principal Financial Group, Inc., InterPublic Group, Inc., and Backblaze, Inc. She also serves on the NACD National and Broward Black Chamber of Commerce Foundation non-profit boards. Ms. Carter-Miller has been awarded several distinctions including NACD Directorship 100 Honoree, Savoy Power 300: Most Influential Black Corporate Directors, Directors & Boards Director to Watch, Most Influential Corporate Board Directors by Women, Inc., and BoardProspects 100 Black Directors Making a Difference. Ms. Carter-Miller received a B.S. in Accounting from the University of Illinois, an MBA in Finance and Marketing from the University of Chicago and is a Certified Public Accountant (unlicensed) Qualifications: Ms. Carter-Miller provides an in-depth understanding of marketing to home users and small businesses based on her extensive marketing and executive experience at various public companies serving those consumers. The Nominating and Corporate Governance Committee believes that Ms. Carter-Miller’s expertise gained from her time on the boards of large public companies provides an important perspective on corporate governance best practices and procedures that can be applied at Arlo and qualifies her to serve as a member of our Board. | | Jocelyn E. Carter-Miller | | | Age 67 Director since 2018 Board Committees: Compensation and Human Capital (Chair), Audit, Strategic and Capital Allocation Other Current Public Company Boards: Principal Financial Group, Inc., Interpublic Group of Companies, Inc., Backblaze, Inc. | |

  6. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | 24 | |

  7. Directors Continuing in Office Until the 2026 Annual Meeting

    Directors Continuing in Office Until the 2026 Annual Meeting

  8. Directors Continuing in Office Until the 2026 Annual Meeting

    | | Business Experience: Grady K. Summers has served as a member of our Board since 2018. Prior to joining the Arlo Board, Mr. Summers served on the board of directors of NETGEAR from 2016 to 2018. Mr. Summers currently serves as the CEO of Netwrix, a leading provider of data security solutions. Mr. Summers has held various executive positions at SailPoint, FireEye, Mandiant, and Ernst & Young. He also held various technology and cybersecurity roles at General Electric, including Chief Information Security Officer. Mr. Summers holds an MBA from Columbia University and a B.S. in computer systems from Grove City College in Pennsylvania. Qualifications: Mr. Summers provides Arlo with technology perspectives, strategic insight and cybersecurity oversight. The Nominating and Corporate Governance Committee believes that Mr. Summers’ experience reviewing, leading, designing and implementing cybersecurity programs and his expertise in addressing the security and privacy challenges that Arlo faces in today’s connected world qualifies him to serve as a member of our Board. | | Grady K. Summers | | | Age 48 Director since 2018 Board Committees: Cybersecurity and Privacy (Chair), Compensation and Human Capital Other Current Public Company Boards: None | |

  9. Directors Continuing in Office Until the 2026 Annual Meeting

    | | Business Experience: Prashant (Sean) Aggarwal has served as a member of our board of directors since 2018. Since 2022, Mr. Aggarwal has served as Co-Founder and Chairman of Borderless AI, an artificial intelligence-powered human resource management platform. Since 2016, Mr. Aggarwal has served as the Chief Executive Officer of Soar Capital, LLC, where he focuses on investments in early-stage technology companies. Previously, Mr. Aggarwal served as the Chief Financial Officer at Trulia, Inc., Vice President of Finance at PayPal, Inc., and at eBay Inc. in various finance roles, including as Vice President of Finance. Prior to eBay, Mr. Aggarwal served as Director of Finance at Amazon.com, Inc. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Mr. Aggarwal also currently serves on the board of directors of Lyft, Inc. and Sonder Holdings, Inc., a hospitality company. Mr. Aggarwal received a Master of Management from Northwestern University - Kellogg School of Management. Qualifications: Mr. Aggarwal has significant operational and finance experience as an executive and board member of technology companies. He has led organizations through periods of rapid top-line growth and expansion into international markets. The Nominating and Corporate Governance Committee believes that Mr. Aggarwal’s deep understanding of finance, financial reporting, strategy, operations and risk management qualifies him to serve as a member of our Board. | | Prashant (Sean) Aggarwal | | | Age 59 Director since 2018 Board Committees: Nominating and Corporate Governance, Compensation and Human Capital, Audit Other Current Public Company Boards: Lyft, Inc. and Sonder Holdings Inc. | |

  10. Directors Continuing in Office Until the 2026 Annual Meeting

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 25 |

  11. Directors Continuing in Office Until the 2026 Annual Meeting

    | | Business Experience: Amy Rothstein has served as a member of our Board since 2019. Ms. Rothstein currently serves as Chief Legal Officer and Head of Corporate Development at Nexxen (formerly Tremor International Ltd.), a leading provider of digital video brand advertising solutions using data to deliver outcomes, where she is responsible for managing global legal affairs and driving operational and strategic goals. Ms. Rothstein also previously served as Chief Operating Officer of Nexxen. Ms. Rothstein joined Nexxen through its acquisition of RhythmOne Plc in 2019, at which time Ms. Rothstein served as Executive Vice President, Chief Legal Officer and Chief Operating Officer of RhythmOne. Ms. Rothstein joined RhythmOne through its acquisition of YuMe Inc., where since 2013, she served as Deputy General Counsel and then General Counsel. Prior to joining YuMe, Ms. Rothstein served as Director of Mergers and Acquisitions for North America at Hewlett Packard Inc. She has also held associate attorney positions at Weil, Gotshal and Manges LLP and Cooley LLP. Ms. Rothstein has received an LLM from University of San Diego School of Law, an JD from Creighton University School of Law, and a Bachelors Degree in Political Science from University of Nebraska. Qualifications: Ms. Rothstein has significant legal and operational experience as an executive in technology and advertising companies. The Nominating and Corporate Governance Committee believes that Ms. Rothstein’s extensive experience evaluating and executing complex strategic transactions including mergers and acquisitions and advising public company technology boards qualifies her to serve as a member of our Board. | | Amy Rothstein | | | Age 50 Director since 2019 Board Committees: Audit, Nominating and Corporate Governance, Cybersecurity and Privacy, Strategic and Capital Allocation Other Current Public Company Boards: None | |

  12. Directors Continuing in Office Until the 2027 Annual Meeting

    Directors Continuing in Office Until the 2027 Annual Meeting

  13. Directors Continuing in Office Until the 2027 Annual Meeting

    | | Business Experience: Matthew McRae has served as Arlo’s Chief Executive Officer and as a member of our Board since 2018. Mr. McRae served as Senior Vice President of Strategy of NETGEAR, Inc. from 2017 to 2018. Mr. McRae previously served as the Chief Technology Officer of Vizio Inc. from 2010 to 2017 and served as its Vice President and General Manager, Advanced Products Group from 2008 to 2010. From 2007 to 2008, Mr. McRae was Vice President of Marketing and Business Development of Fabrik (now part of HGST, Inc.), and from 2001 to 2007 was the Senior Director, Worldwide Business Development at Cisco Systems Inc. Mr. McRae currently serves on the board of directors for Origin Wireless. He previously served on the board of directors of Violux, Inc., Dedicated Hosting Services, Inc., UC Irvine Institute for Innovation, and the Leatherby Center for Entrepreneurship and Business Ethics at the Business School of Chapman University. Mr. McRae received a Bachelor’s Degree in Computer Science Engineering from University of Pennsylvania and a Bachelor’s Degree in Marketing & Entrepreneurship/Entrepreneurial Studies from The Wharton School. Qualifications: The Nominating and Corporate Governance Committee believes that Mr. McRae’s extensive industry experience in leadership positions at consumer electronics and technology companies qualifies him to serve as a member of our Board. | | Matthew McRae | | | Age 51 Director since 2018 Board Committees: None Other Current Public Company Boards: None | | | None | |

  14. Directors Continuing in Office Until the 2027 Annual Meeting

    | 26 | |

  15. Directors Continuing in Office Until the 2027 Annual Meeting

    | | Business Experience: Catriona Fallon has served as a member of our Board since 2021. Ms. Fallon has over 20 years of strategic finance and leadership experience and is currently the CFO of SambaNova Systems, an enterprise-scale AI platform that is the backbone on the next generation of AI computing. She has served as CFO for several tech companies, including Hitachi Vantara, Aktana, Silver Spring Networks and Marin Software. Ms. Fallon sits on the board of directors of General Fusion and Palomar Holdings. Ms. Fallon received an MBA from Harvard and a BA in Economics from UCLA. Qualifications: Ms. Fallon brings more than twenty years of strategic finance expertise and leadership experience to her role as a board member via her significant operational and finance experience as a board member and executive of various technology companies. The Nominating and Corporate Governance Committee believes that Ms. Fallon’s understanding of finance, financial reporting, strategy, corporate efficiencies and risk management qualifies her to serve as a member of our Board. | | Catriona M. Fallon | | | Age 54 Director since 2021 Board Committees: Audit (Chair), Cybersecurity and Privacy Other Current Public Company Boards: Palomar Holdings, Inc. | |

  16. Directors Continuing in Office Until the 2027 Annual Meeting

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 27 |

  17. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Under our non-employee director compensation policy, which was amended and restated effective April 30, 2024 (the “Effective Date”), our non-employee directors received the following compensation for the 2024 fiscal year: Cash Retainer. Our non-employee directors received a $32,000 annual retainer (increased to $45,000 as of the Effective Date). The Chair of the Board and members and Chairs of each committee of the Board also received the additional annual retainers described below:

  18. DIRECTOR COMPENSATION

    | • | Chair. The Chair of the Board received an additional annual retainer of $50,000. |

  19. DIRECTOR COMPENSATION

    | • | Audit Committee. Each member (including the Chair) of the Audit Committee received an annual retainer of $10,000, and the Chair received an additional annual retainer of $12,000. |

  20. DIRECTOR COMPENSATION

    | • | Compensation and Human Capital Committee. Each member (including the Chair) of the Compensation and Human Capital Committee received an annual retainer of $7,500, and the Chair received an additional annual retainer of $7,500. |

  21. DIRECTOR COMPENSATION

    | • | Nominating and Corporate Governance Committee. Each member (including the Chair) of the Nominating and Corporate Governance Committee received an annual retainer of $5,000, and the Chair received an additional annual retainer of $5,000. |

  22. DIRECTOR COMPENSATION

    | • | Cybersecurity and Privacy Committee. Each member (including the Chair) of the Cybersecurity and Privacy Committee received an annual retainer of $10,000, and the Chair received an additional annual retainer of $10,000. |

  23. DIRECTOR COMPENSATION

    | • | Strategic and Capital Allocation Committee. Effective as of the Effective Date, each member (including the Chair) of the Strategic and Capital Allocation Committee received an annual retainer of $5,000, and the Chair received an additional annual retainer of $5,000. |

  24. DIRECTOR COMPENSATION

    All retainers are paid on a quarterly basis on the last day of each quarter and are prorated, as needed, for partial service during such period. Annual Grant. In addition, on an annual basis, each non-employee director who continues to serve as a non-employee director following each annual meeting of stockholders receives an annual grant of a number of RSUs equal to $180,000 divided by the NYSE closing price of our common stock on the date of such annual stockholder meeting (rounded down to the nearest whole share), which will become fully vested on the date of the following year’s annual stockholder meeting. Under the amended and restated non-employee director compensation policy as of the Effective Date, our non-employee directors have the ability to defer the vesting of RSUs. Initial RSU Grant. Upon joining the Board, each non-employee director receives an initial grant of RSUs (the “Initial Grant”) equal to $180,000, with such dollar amount prorated for the date of such initial election or appointment in relation to the date of the previous annual meeting of stockholders, divided by the NYSE closing price of our common stock on the date of grant (rounded down to the nearest whole share), which will become fully vested on the date of the next annual stockholder meeting. Vesting of equity awards held by our non-employee directors will fully accelerate if we are subject to a “change in control” (as defined under our 2018 Equity Incentive Plan (the “2018 Plan”)). Director compensation is reviewed annually in line with Arlo’s peer group and targeted to the 50th percentile. Continuing Education. In order to encourage continuing director education, we reimburse certain director education of $7,000 over a two-year period and we provide continuing education sessions for the Board, as a whole, to attend in connection with one of its regularly scheduled meetings. Travel Expenses. Our non-employee directors are entitled to reimbursement for travel and other related expenses incurred in connection with their attendance at meetings of our Board and the committees thereof.

  25. DIRECTOR COMPENSATION

    | 28 | |

  26. DIRECTOR COMPENSATION

    The following table details the compensation of our non-employee directors for the 2024 fiscal year.

  27. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Ralph E. Faison(3) | $124,854 | $179,994 | $304,848 | | Prashant (Sean) Aggarwal(3) | $63,179 | $179,994 | $243,173 | | Grady K. Summers(3) | $68,179 | $179,994 | $248,173 | | Jocelyn E. Carter-Miller(3) | $69,016 | $179,994 | $249,010 | | Catriona M. Fallon(3) | $72,679 | $179,994 | $252,673 | | Amy M. Rothstein(4) | $69,016 | $179,994 | $249,010 |

  28. DIRECTOR COMPENSATION

    | (1) The fees earned by our non-employee directors in 2024 represent the annual board service retainers discussed above, a portion of which were paid in 2025. |

  29. DIRECTOR COMPENSATION

    | (2) The amounts included in the “Stock Awards” column represent the grant date fair value of annual awards granted in 2024 under our non-employee director compensation policy, calculated in accordance with FASB ASC 718. Refer to Note 2 in the Notes to Consolidated Financial Statements in Item 8 of Part II of the Annual Report for the assumptions used to estimate fair value at the grant date. |

  30. DIRECTOR COMPENSATION

    | (3) As of December 31, 2024, each of Messrs. Faison, Aggarwal and Summers, and Mses. Carter-Miller and Fallon held 13,761 RSUs. |

  31. DIRECTOR COMPENSATION

    | (4) As of December 31, 2024, Ms. Rothstein held 13,761 RSUs and outstanding stock options to purchase 10,000 shares of our common stock. |

  32. DIRECTOR COMPENSATION

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 29 |

  33. Compensation Discussion and Analysis

    Compensation Discussion and Analysis Arlo became a public company in August 2018 and we transitioned from emerging growth status to large accelerated filer status effective as of January 1, 2024. As described in “Proxy Summary: Executive Compensation Highlights”, we conducted our first say-on-pay advisory vote in 2024. We were disappointed with the level of support the vote received. In response to the stockholders concerns, our management team, led by the Chair of the Compensation and Human Capital Committee, engaged in a significant outreach effort to our stockholders and implemented a number of adjustments to our program in response to stockholder feedback. These actions include (i) converting the final cash bonus tranche under the 2022 Retention Program to equity award and enhancing the requirements to earn such award by adding an ARR metric; (ii) committing future annual equity awards be entirely performance based and include multiple metrics, i.e., 2025; and (iii) affirming our intention not to use “special” or off-cycle cash or equity awards for executives in the foreseeable future. Refer to the Executive Program Compensation Update filed on November 7, 2024 for more details. Consistent with the preference of our stockholders expressed in 2024 and the Board recommendation, the say-on-pay vote will be held annually with our second say-on-pay advisory vote in 2025 as described in Proposal No. 3 of this Proxy Statement. Our Compensation Discussion and Analysis (“CD&A”) includes a detailed discussion of compensation for the year ended December 31, 2024, for our named executive officers, which consist of our principal executive officer, chief financial officer and chief operating officer, and our general counsel. We have no other executive officers who were serving as of December 31, 2024 or who served during 2024.

  34. Executive Compensation Program

    Performance Bonus The annual performance bonus program provides each named executive officer with the opportunity to earn annual incentive payments based upon the attainment of certain corporate financial or operational measures or objectives as appropriate for the year, based on such participant’s annual performance bonus opportunity, expressed as a percentage of base salary. 2024 Target Performance Bonus For 2024, Messrs. McRae, Binder and Busse had the opportunity to earn a target annual performance bonus equal to 100%, 70% and 50% of their annual base salary, respectively. The target percentages applicable to such named executive officers for 2024 were unchanged from 2023. 2024 Performance Goals and Achievements For 2024, the Compensation and Human Capital Committee established non-GAAP operating income (loss), product return reduction, and subscriber retention and churn improvement metrics as the corporate performance goals applicable to the 2024 plan year. The Compensation and Human Capital Committee chose these metrics because they not only incentivized our executives to drive revenue growth, manage operating expenses, and improve profitability, but also focused on our customer-centric approach to improve overall customer experience and subscription retention. For the financial performance goal, accounted for 80% of the total bonus program, the target is derived based on the annual operating plan established at the beginning of 2024. For the operational performance goals, each accounted for 10% of the total bonus program, the targets are based on improvements in product return rates and subscriber retention rates benchmarked as of December 31, 2023. On both financial and operational performance goals, over-achievement is allowed at a maximum of 150% of target metrics such that the total payout is capped at 150% of target bonus. Similarly, a threshold performance level is established for each performance goal, below which no bonus will be paid. We do not disclose the specific target levels for the above-described metrics because we believe that such disclosure would result in competitive harm to us. We purposely set these targets at aggressive levels. Revealing these metrics, including the reasoning for setting targets at specific levels, could potentially reveal insights about our objectives that our competitors could use against us in the marketplace for similar products. We believe each of these target levels was challenging but attainable under assumed conditions if we had what we considered to be a successful year.

  35. Executive Compensation Program

    | Named Executive Officer | Target ($) | Actual Payout as % of Target | Actual Payout ($) | | Matthew McRae | $790,000 | 71% | $560,900 | | Kurtis Binder | $350,000 | 71% | $248,500 | | Brian Busse | $205,000 | 71% | $145,550 |

  36. Executive Compensation Program

    Equity-Based Incentives Since our IPO, we have granted equity compensation to our executive officers primarily in the form of RSU and/or performance-based stock unit awards (which we refer to as “performance-based RSU” or “PSU” awards). We grant equity incentive awards to support long-term alignment between our executive officers and our stockholders, and to enable us to obtain and retain the services of highly qualified senior management team members, which we believe is essential to our long-term success. 2024 Annual Equity Awards During 2024, we granted each of our named executive officers performance-based incentives upon the achievement of cumulative paid subscribers (“CPS”) and a blended 60% service gross margin thresholds as reflected in the table below. We determined to only grant performance-based incentives in response to stockholder feedback and to further strengthen alignment between pay and performance.

  37. Executive Compensation Program

    | Named Executive Officer | Performance-Based PSUs (in shares) | | Matthew McRae | 2,544,565 | | Kurtis Binder | 1,000,000(1) | | Brian Busse | 317,809 |

  38. Executive Compensation Program

    The Compensation and Human Capital Committee chose each named executive officer’s grant level based on the amount which they felt, in their judgment, was appropriate to retain and incentivize the named executive officers, while remaining reasonable within market standards. In making these determinations, the Compensation and Human Capital Committee considered each of the named executive officer’s current equity holdings, the extent to which such holdings remained unvested (and therefore continued to serve as a retention tool), the market data provided by Pay Governance reflecting equity value based on approximate grant date fair value, internal equity amongst the team, individual performance and length of service. The performance-based CPS PSUs vest in substantially equal installments upon achievement of 3,813,000, 4,813,000, and 5,813,000 cumulative paid subscribers and a blended 60% service gross margin on or prior to September 30, 2027. We selected these specific goals because, as of the date of approval, we believed that they represented rigorous but achievable targets. Further, we believe that awards vesting based on achievement of cumulative paid subscribers are an important and useful incentive because paid subscribers represent a significant portion of our revenue. The first goal for these CPS PSUs was achieved in July 2024 and accordingly Messrs. McRae, Binder, and Busse vested in 288,823, 333,333, and 50,000 PSUs, respectively. Executive Retention Plan Awards In August 2022, we adopted an Executive Retention Plan under which Messrs. McRae and Busse have the opportunity to earn cash and equity payouts upon achievement by us of certain cumulative paid subscribers and a blended 60% service gross margin thresholds over a five-year performance period beginning in September 2022 and ending in September 2027. We adopted this program – our first and only executive retention program – in consultation with our previous compensation consultants because we were facing extenuating circumstances. In particular, we were in the midst of a transformation into a services organization with recurring revenue and KPIs driven by a subscription model. We were also cash-constrained and so looked to equity awards as a

  39. Executive Compensation Program

    primary component of such retention plan to maintain our liquidity position. At the time, retention of our C-suite was critical as two chief financial officers, a chief information officer and other key executives had already left, making us even more dependent on our chief executive officer and general counsel. Cumulative Paid Subscribers means, on a cumulative basis, ordinary course paid subscription accounts generated by us which collectively are expected to generate at least a blended 60% service gross margin as reasonably determined in the sole discretion of the Board or the Compensation and Human Capital Committee. We implemented the Executive Retention Plan in recognition of the significant benefits to us in retaining and incentivizing such participants to continue their employment relationship with us. Compensation and Human Capital Committee chose CPS as the performance goal for the Executive Retention Plan because paid account subscribers drives our service revenue growth that generate over 80% gross margin. Upon achievement by us during the five-year performance period of each of the CPS Targets and blended service gross margin listed in the table below, each of Messrs. McRae and Busse is entitled to receive a cash payment and a PSU equal to, or calculated by reference to, such Participant’s base amount or base PSU as reflected below. The CPS Targets were set in 2022 at levels the Board felt would be challenging based upon our historical performance, internal forecasts at the time of approval and industry-wide conditions. The Board has no intention to use “special” or off-cycle cash or equity retention awards for executives in the foreseeable future. In November 2024, after considering stockholder feedback solicited following our advisory vote on the compensation of our named executive officers, our Compensation and Human Capital Committee approved, and each of Messrs. McRae and Busse accepted, the grant of PSUs in lieu of the cash bonus that would otherwise be payable upon achievement of the 5 Million CPS Target (“Substitute PSUs”). Such Substitute PSUs vest upon achievement of all of the following: (i) achievement of the 5 Million CPS Target and a blended 60% service gross margin, (ii) achievement by us of at least $300 million in ARR, and (iii) continuous service through the later of October 1, 2025, or the date on which the latter of the conditions described in (i) and (ii) is achieved (provided that such conditions must be achieved, if at all, on or prior to September 30, 2027). The number of Substitute PSUs granted to each was determined by dividing $2,000,000 (for Mr. McRae) or $200,000 (for Mr. Busse) by the 30-day trailing average price per share of our common stock, calculated and inclusive as of the grant date, rounded down to the nearest whole unit, which was 178,094 and 17,809 PSUs for each of Messrs. McRae and Busse, respectively. Upon the grants of the last tranche for the 5 Million CPS Target in November 2024, all charges have been recognized and there is no further awards under the 2022 Retention Program. The CPS PSUs and Substitute PSUs are eligible for acceleration or different vesting upon certain change in control or termination events as described below under “Potential Payments upon Termination or Change in Control”.

  40. Executive Compensation Program

    | CPS Target | Service Gross Margin | Retention Bonus | PSU | Target Achievement Date | | 2 Million | 60% | Base Amount(1) | Base PSU(1) | March 2023 | | 3 Million | 60% | 50% of Base Amount (the “3 Million Amount”) | 50% of Base Amount (the “3 Million PSU”) | February 2024 | | 4 Million | 60% | 50% of Base Amount (the “4 Million Amount”) | 50% of Base Amount (the “4 Million PSU”) | July 2024 | | 5 Million | 60% | 100% of Base Amount (the “5 Million Amount”) (2) | 100% of Base Amount (the “5 Million PSU”)(2) | — |

  41. Executive Compensation Program

    | (1) Messrs. McRae’s and Busse’s Retention Bonus Base Amounts are $2,000,000 and $200,000, respectively, and Messrs. McRae’s and Busse’s CPS Base PSU amounts are 1,000,000, and 100,000 shares, respectively. |

  42. Executive Compensation Program

    | (2) In November 2024, we amended the 2022 Retention Program, and the cash Retention Bonus for the 5 Million CPS Target was converted to the Substitute PSUs as described above. Upon the grants of the CPS PSUs and Substitute PSUs as the last tranche of the 2022 Retention Program, there will be no further awards under the 2022 Retention Program. |

  43. Compensation Elements Summary

    | Element | Objective | Determination Factors | | Base Salary (fixed compensation) | • Provides financial stability and security through a fixed salary for performing job responsibilities. | • Skills, experience, and performance of individual compared to the market. • Value of role to Arlo. | | Performance Bonus (variable compensation) | • Motivates and rewards employees for achieving rigorous annual corporate performance goals that relate to our key business objectives. • Supports need for long-term sustained performance and focuses executives on critical long-term performance goals. • Aligns interests of executives and stockholders, encouraging equity ownership and stockholder alignment, including through payment of earned bonus in the form of stock unit awards. • Retains key executives. | • 2024 annual award payout based on achievement against operating income, churn rate reduction and return rate reduction goals. | | Equity-based Incentives (variable equity compensation) • Time-based RSUs • Performance-based incentives | • Motivates and rewards long-term company performance. Aligns pay with long-term stockholder value. • Attracts highly qualified executives and encourages long-term employment. | • Value delivered based on continuing service + achievement of cumulative paid subscriber account goals. • Equity awards granted in prior years provide retention value based on achievement of performance goals coupled with service-based vesting. |

  44. Compensation Elements Summary

    We also provide our executive officers with severance and change-in-control related payments and benefits, as well as benefits available to all our employees, including retirement benefits under our 401(k) plan and participation in various employee health and welfare benefit plans. In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both company and individual performance and skills of each of our executives, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package which provides significant short-term and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation and Human Capital Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term incentive and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, a significant portion of the named executive officers’ total target compensation is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

  45. Compensation Policies and Practices

    | What We Do | | What We Don't Do | | | ☑ | Maintain an independent Compensation and Human Capital Committee with independent compensation consultant | ☒ | No guaranteed salary increases or bonus payouts | | ☑ | Annually review the executive compensation program | ☒ | No agreements providing for tax reimbursements or tax gross-up on severance or upon a change in control | | ☑ | Use a pay-for-performance philosophy where a significant portion of compensation is “at risk” and based on Company performance | ☒ | No excessive perquisites | | ☑ | Award annual incentive compensation subject to the achievement of predetermined performance goals | ☒ | No hedging or pledging of our equity securities | | ☑ | Grant a significant portion of equity incentives in the form of PSUs that only vest upon achievement of defined performance goals over a multi-year performance period | ☒ | No supplemental executive retirement or pension plans | | ☑ | Maintain a clawback policy that complies with current SEC requirements, with prior policy continuing to apply under certain circumstances, including in the case of misconduct | ☒ | No guaranteed ‘single-trigger’ change in control payments |

  46. Compensation Policies and Practices

    Role of Independent Compensation Consultant Our Compensation and Human Capital Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. For purposes of evaluating 2024 compensation for each of our executive officers and making 2024 compensation decisions, our Compensation and Human Capital Committee retained Pay Governance to assist it in reviewing our executive compensation program and to ensure that our compensation program remains competitive in attracting and retaining talented executives. Pay Governance also assisted with reviewing Arlo’s 2025 peer group in order to understand the peer group changes required for 2025 compensation decisions. In 2024, Pay Governance benchmarked executive and board pay levels, assisted with the SOP strategy, and reviewed the peer group to be used in 2025. Pay Governance assisted the Compensation and Human Capital Committee in evaluating current pay practices and philosophies, and considering compensation and corporate governance best practices. As described further below, Pay Governance also prepared an analysis of our compensation practices with respect to base salaries, annual bonuses and long-term incentive compensation compared to competitive market practices. Pay Governance reported directly to, and advised, our Compensation and Human Capital Committee. Pay Governance interacted with management to gain access to company information that is required to perform its services and to understand the culture and policies of our organization. Our Compensation and Human Capital Committee considered whether the work of Pay Governance has raised any conflict of interest, taking into account the factors set forth in the SEC rules and the NYSE listing standards, and determined that there is no conflict of interest resulting from retaining Pay Governance currently or during 2024. Other than the services provided for our Compensation and Human Capital Committee, Pay Governance has not performed any work for us. Role of Market Data Because the Compensation and Human Capital Committee aims to attract and retain the most highly qualified executive officers in a competitive market for talent, it believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies that are representative of the types of organizations with which we compete for top talent. To this end, as described below, the Compensation and Human Capital Committee reviews data from a peer group of companies as a reference point in making executive compensation decisions. The Compensation and Human Capital Committee approved the 2024 peer group in December 2023 which it developed in consultation with Pay Governance and with input from our Chief Executive Officer. The peer group for 2024 consisted of 24 U.S. publicly traded companies (listed in the table immediately below). Determining an executive compensation peer group is not easy as there are few, if any, direct comparable business competitors that are stand-alone public companies of similar size, business complexity and geographic footprint. Our closest competitors are in many cases a division of a larger publicly traded company. Therefore, our peer group is only one reference point used to understand competitive pay levels. Other factors include information obtained from our recruiting efforts, company and individual performance, executive expertise and role, and further described below. In selecting the companies to include in the peer group, the Compensation and Human Capital Committee considered the following targeted selection criteria:

  47. Compensation Policies and Practices

    Our Compensation and Human Capital Committee’s general approach emphasizes setting total compensation for executives, which consists of base salary and benefits, annual incentive bonus, and equity-based incentives, to be market competitive. The Compensation and Human Capital Committee reviews compensation against peer data primarily to ensure that the executive compensation program, as a whole, is positioned to competitively attract and retain executive officers and is consistent with our pay for performance philosophy. However, the use of peer company data is not formulaic, and the Compensation and Human Capital Committee considers market data as only one of the factors that informs its decisions, as described below. Our Compensation and Human Capital Committee sets the compensation of our executive officers at levels they determine to be competitive and appropriate for each named executive officer, with committee members exercising their professional experience and judgment. Our Compensation and Human Capital Committee believes that executive pay decisions require consideration of a multitude of relevant factors which may vary from year to year. Pay decisions are not made by using a formulaic approach relative to benchmark data. In making executive compensation decisions, our Compensation and Human Capital Committee generally takes into consideration the factors listed below, in addition to peer company data:

  48. Compensation Policies and Practices

    | • | Whether the equity award holdings of the named executive officer provide a sufficient retention incentive; |

  49. Compensation Policies and Practices

    | What We Heard | | Actions Taken in Response | | | • | “Investors are against the use of retention awards except in extenuating circumstances.” | • | The Compensation and Human Capital Committee affirms that it has no intention to use any further retention awards for the foreseeable future. | | • | “Concerns about company using duplicative CPS goals across multiple PSU Grants.” | • | There are no programs with duplicative goals in 2025 and no intention of duplicative metrics in the future. | | • | “Desire for annual executive PSU awards to include multiple metrics rather than a singular subscriber metric.” | • | The 2022 Retention Program has been changed and added metrics: ARR and a blended gross margin. | | | | • | The 2025 Substitute PSUs have multiple metrics (a total of four). | | | | • | Future awards will also have additional metrics. | | • | “Total compensation for executives (inclusive of retention awards) perceived as high relative to peers.” | • | The Compensation and Human Capital Committee works with external compensation consultant in the development of peer group. | | | | • | Reduced 2025 annual equity award values compared to 2024. |

  50. Other Compensation Policies and Practices

    The Guidelines must be achieved by each Covered Individual by the end of the calendar year in which occurs the date that is five (5) years after the later of (1) the effective date of the Guidelines (July 25, 2022) and (2) the date the individual became a Covered Individual (such period of time, the “Compliance Period”). After the Compliance Period, the Guidelines are revised whenever the base pay changes by 20% or more from the last base pay used to calculate the then-current Guidelines for such Covered Individual (each, an “Adjustment Date”), and such revised Guidelines must be achieved by the affected Covered Individual on or before the end of the calendar year in which occurs the date that is three (3) years after the Adjustment Date. A Covered Individual’s ownership shall be reviewed annually based on the number of such Covered Individual’s Eligible Shares as of the last day of the calendar year to determine if the Covered Individual has met the applicable Guidelines for such year (or, during the Compliance Period, to assess progress towards meeting the Guidelines). If the Guidelines are deemed met for such year, the Covered Individual shall be deemed to comply with the Guidelines for the entire following year. The following shares of common stock are “Eligible Shares” that shall be included in the calculation of a Covered Individual’s stock ownership, whether or not purchased on the open market or obtained through the exercise of stock options or vesting of equity awards granted by Arlo to such Covered Individual: (1) shares owned outright by the Covered Individual and by members of his or her immediate family (as defined in Rule 16a-1(e) under the Exchange Act) (“Family Member”); (2) shares held in trust for the benefit of the Covered Individual, or for the benefit of a Family Member of such Covered Individual; (3) vested shares under any deferred compensation plan; and (4) vested and unvested time-based restricted stock units, net of the estimated number of shares needed to pay the minimum tax withholding for those vested units. Shares of common stock underlying (i) unexercised options (whether vested or unvested) and (ii) unearned performance-vesting restricted stock units will not be considered Eligible Shares in determining whether a Covered Individual has met the applicable Guidelines. If a Covered Individual fails to satisfy the Guidelines, the Board may take a number of actions as it determines appropriate, including prohibiting the Covered Individual from selling any shares acquired through the vesting or the exercise of stock awards, other than shares needed to pay applicable taxes and exercise prices, until the Guidelines are met. Agreements with Our Named Executive Officers We have entered into employment letters with each of Messrs. McRae, Binder and Busse. The employment letters generally memorialize the executive officer’s initial base salary and target annual bonus, and participation in our employee benefit plans and programs. These individuals’ base salaries, annual bonus opportunities and any equity awards are reviewed annually by the Compensation and Human Capital Committee with the amounts effective for 2024 described above in this Compensation Discussion and Analysis. Severance and Change in Control Benefits Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during their term of service, including salary. Each of our named executive officers is eligible for payments or benefits in connection with certain types of involuntary terminations and/or a change in control event. None of our named

  51. Other Compensation Policies and Practices

    Hedging and Pledging of Securities As part of our Insider Trading Compliance Program (“Insider Trading Policy”), we require that our executive officers, directors and certain designated employees limit their transactions in our stock to defined time periods, subject to certain exceptions. We also require that executive officers, directors and certain designated employees notify, and receive approval from, a Company clearing officer prior to engaging in transactions in our stock and observe other restrictions designed to minimize the risk of apparent or actual insider trading. These restrictions apply to any entities or family members whose trading activities are controlled or influenced by such executive officer, director or employee. Further, our Insider Trading Policy prohibits our directors and employees, including our executive officers, from engaging in short sales, transactions in put or call options, hedging of stock ownership positions, pledging Company stock as collateral for a loan, or other inherently speculative transactions with respect to our stock at any time. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information While we have granted stock options to employees, including some of our named executive officers, in the past, we do not currently grant stock options, stock appreciation rights, or similar instruments with option-like features and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. The Compensation and Human Capital Committee generally does not take material nonpublic information into account when determining the timing of equity awards and it does not seek to time the award of equity awards in relation to our public disclosure of material nonpublic information. We have not timed the release of material nonpublic information. for the purpose of affecting the value of executive compensation. Risk Assessment Concerning Compensation Practices and Policies Our Compensation and Human Capital Committee has reviewed our compensation policies and practices to assess whether they encourage our employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices, including the mix of fixed and variable, short-term and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, our Compensation and Human Capital Committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company as a whole. Further, our Compensation and Human Capital Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; the mix of short-term compensation (in the form of base salary and an annual performance bonus opportunity, if any), and long-term compensation prevents undue focus on short-term results and helps align the interests of our executive officers with the interests of our stockholders.

  52. Executive Compensation Tables

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Matthew McRae Chief Executive Officer | 2024 | $790,000 | $19,910,096(4) | $2,560,900 | $7,300 | $23,268,296 | | | 2023 | $790,000 | $6,550,000 | $2,553,000 | $18,634 | $9,911,634 | | | 2022 | $790,000 | $13,818,702 | $790,000 | $7,248 | $15,405,950 | | Kurtis Binder Chief Financial Officer and Chief Operating Officer(6) | 2024 | $500,000 | $9,120,000 | $248,500 | $4,000 | $9,872,500 | | | 2023 | $500,000 | $— | $245,000 | $3,184 | $748,184 | | | 2022 (5) | $134,615 | $7,020,000 | $94,231 | $2,040 | $7,250,886 | | Brian Busse General Counsel | 2024 | $410,000 | $2,568,783(4) | $345,550 | $4,000 | $3,328,333 | | | 2023 | $390,000 | $1,259,500 | $336,500 | $1,184 | $1,987,184 | | | 2022 | $390,000 | $1,831,497 | $195,000 | $26,494 | $2,442,991 |

  53. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including unpaid salary and unused vacation, as applicable. Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control Upon a termination without cause or resignation with good reason that occurs during the one month prior to or 12 months following a change in control, Messrs. McRae, Binder, and Busse would be entitled to (1) lump-sum cash severance equal to a multiple (2 times for Mr. McRae and 1 times for Messrs. Binder and Busse) of the sum of the executive officer’s annual base salary and target annual bonus, (2) a number of months (24 for Mr. McRae and 12 for Messrs. Binder and Busse) of premium payments for health benefits continuation and (3) vesting of all outstanding, unvested time-based equity awards and PSUs for Mr. McRae (in the case of TSR PSUs, only to the extent the performance goals for such awards are determined achieved as of such change in control) and for Messrs. Binder and Busse vesting of all outstanding, unvested time-based equity awards and PSUs (in the case of TSR PSUs, only to the extent the performance goals for such awards are determined achieved as of such change in control). The above severance payments are conditioned upon the execution and non-revocation of a release of claims. In addition to the severance benefits described above, the named executive officers’ Retention Bonus and CPS PSUs granted under our Executive Retention Plan (including the Substitute PSUs) and the CPS PSUs granted in 2024 (in each case, as described above under “Compensation Discussion and Analysis”) provide for conversion and acceleration. In the event of a "Change in Control" (as defined in our 2018 Plan) during the performance period, the right to receive any remaining Retention Bonus, CPS PSUs and Substitute PSUs (or value thereof), including the 2024 CPS PSUs, not previously paid or granted, respectively, shall be converted to a time-based right over the remainder of the performance period, payable and vesting, as applicable, in equal installments on a quarterly basis following such Change in Control, subject to continued employment with the surviving company in such Change in Control. In the event of certain qualifying terminations related to a Change in Control during such remaining performance period, the payment and vesting of such converted award rights will accelerate in full, subject to satisfaction of certain conditions by a participant, including the execution and non-revocation of a release of claims. The agreements do not provide for any excise tax gross ups. If the merger-related payments or benefits of Messrs. McRae, Binder, and Busse are subject to the excise tax under Section 4999 of the Code, then the executive officer will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome for the executive officer. Involuntary Termination Without Cause or Resignation without a Change in Control Upon a termination without cause or resignation with good reason that does not occur during the period beginning one month prior to, and ending 12 months following a change in control, Messrs. McRae, Binder, and Busse are each entitled to (1) cash severance equal to the executive officer’s annual base salary and, for Messrs. McRae and Binder, an additional amount equal to their target annual bonus, (2) 12 months of premiums for health benefits continuation and (3) accelerated vesting of any unvested equity awards that would have vested during the 12 months following the termination date for Messrs. McRae, Binder, and Busse.

  54. Potential Payments Upon Termination or Change of Control

    | 52 | |

  55. Potential Payments Upon Termination or Change of Control

    Further, if during the performance period, a participant is subject to certain qualifying terminations not related to a change in control, our named executive officers will each be entitled to certain accelerated vesting or payment of CPS PSUs (including the Substitute PSUs and CPS PSUs granted in 2024). The aforementioned payments and accelerations are subject to satisfaction of certain conditions by a participant, including the execution and non-revocation of a release of claims. The following table shows the potential payments upon termination of employment or a change in control for the named executive officers. The table assumes that the triggering event took place on December 31, 2024. The closing market price of a share of our common stock on December 31, 2024 (the last trading day of 2024) was $11.19.

  56. Potential Payments Upon Termination or Change of Control

    | Name | Benefit | Involuntary Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | Involuntary Termination Without Cause Not in Connection with a Change in Control ($) | | Matthew McRae | Severance Payments | $3,160,000 | $1,580,000 | | | Vesting Acceleration(1) | 31,776,254 | 24,319,619 | | | Retention Bonus Acceleration | 4,000,000 | 1,000,000 | | | COBRA Payments | 72,779 | 36,389 | | | Benefit Total | $39,009,033 | $26,936,008 | | Kurtis Binder | Severance Payments | $850,000 | $500,000 | | | Vesting Acceleration | 15,293,004 | 8,205,996 | | | COBRA Payments | 54,584 | 36,389 | | | Benefit Total | $16,197,588 | $8,742,385 | | Brian Busse | Severance Payments | $585,000 | $390,000 | | | Vesting Acceleration | 5,432,947 | 2,246,572 | | | Retention Bonus Acceleration | 400,000 | 100,000 | | | COBRA Payments | 54,065 | 36,043 | | | Benefit Total | $6,472,012 | $2,772,615 |

  57. Potential Payments Upon Termination or Change of Control

    | (1) The value above includes an assumption that all CEO PSUs will vest, with the value calculated, based on the closing stock price on the last trading day of December 2024. |

  58. Potential Payments Upon Termination or Change of Control

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 53 |

  59. CEO Pay Ratio

    CEO Pay Ratio Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K, we are required to provide the ratio of the annual total compensation of our CEO, Mr. McRae, to the median annual total compensation of all of our employees (except our CEO). For 2024, the median of the annual total compensation of all of our employees (other than our CEO) was $281,581, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The annual total compensation of our CEO, Mr. McRae, as reported in the Summary Compensation Table was $23,268,296. Accordingly, for 2024, the ratio of the compensation of our CEO to the compensation for our median employee was estimated to be 83:1. We used the following methodology to identify the median employee:

  60. CEO Pay Ratio

    | • | We included all worldwide full-time employees other than our CEO as of December 31, 2024. |

  61. CEO Pay Ratio

    | • | We annualized the compensation of all new full-time employees who were hired between January 1 and December 31, 2024 to reflect their estimated compensation over the entire year. |

  62. CEO Pay Ratio

    | • | We used actual salary paid, actual bonus, and the value of equity awards granted in 2024 as our consistently applied compensation measure. |

  63. CEO Pay Ratio

    | • | We applied an exchange rate as of December 31, 2024 to convert all international currencies into U.S. dollars. |

  64. CEO Pay Ratio

    We believe our CEO pay ratio presented above is a reasonable estimate. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  65. CEO Pay Ratio

    | 54 | |

  66. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation and Human Capital Committee view the link between the Company’s performance and named executive officer pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the Compensation Discussion and Analysis. Required Tabular Disclosure of Pay Versus Performance The following table reports the compensation of our principal executive officer (“PEO”) and the average compensation of the other named executive officers (“NEO”) as disclosed in the Summary Compensation Table (“SCT”) for the past four fiscal years, as well as their “compensation actually paid,” as defined and calculated pursuant to Item 402(v) of Regulation S-K, and certain performance measures required by the rules. The table also provides information on our cumulative TSR, the cumulative TSR of our peer group, net income (loss), and non-GAAP operating income (loss). Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  67. Pay Versus Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year(1) | Summary compensation table total for PEO | Compensation actually paid to PEO(2) | Average SCT total for Non-PEO NEOs | Average compensation actually paid to Non-PEO NEOs(2) | Arlo TSR(3) | Peer group TSR(3) | Net income (loss) (in thousands) | Non-GAAP operating income (loss) (in thousands)(4) | | 2024 | $23,268,296 | $41,102,735 | $6,600,417 | $11,016,997 | $143.65 | $116.91 | $(30,504) | $37,865 | | 2023 | $9,911,634 | $36,543,991 | $1,367,684 | $8,011,446 | $122.21 | $118.16 | $(22,036) | $24,957 | | 2022 | $15,405,950 | $(4,020,347) | $4,282,541 | $(18,473) | $45.06 | $97.95 | $(56,626) | $(6,064) | | 2021 | $10,458,023 | $17,399,037 | $1,691,808 | $2,843,554 | $134.66 | $126.53 | $(56,029) | $(11,226) |

  68. Pay Versus Performance

    | (1) Mr. McRae served as our PEO for 2024, 2023, 2022, and 2021. The non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Kurtis Binder and Brian Busse; (ii) for 2022, Kurtis Binder, Brian Busse and Gordon Mattingly; and (iii) for 2021, Brian Busse and Gordon Mattingly. |

  69. Pay Versus Performance

    | (2) Represents compensation actually paid to Mr. McRae and the average amount paid to our non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. McRae's total compensation and average total reported compensation for our non-PEO NEOs as a group for 2024 as reported in the Summary Compensation Table to determine the CAP. The following table reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. We use the closing price on the applicable date as a basis for fair value. Fair values for certain PSU award are measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718), and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  70. Pay Versus Performance

    | Year and position | Summary compensation table total | Less: Grant date fair value of equity awards reported in the summary compensation table | Plus: Fair value of equity awards granted during the year that remain unvested as of year end | Plus: Fair value of equity awards granted during the year that vested during the year | Plus: Change in fair value of prior years’ equity awards that outstanding and unvested as of year end | Plus: Change in fair value of prior years’ equity awards vested during the year | Less: Fair value of prior years’ equity awards that failed to meet vesting conditions | Compensation actually paid | | PEO | | | | | | | | | | 2024 | $23,268,296 | $19,910,096 | $19,646,753 | $10,303,898 | $2,894,093 | $4,899,791 | $— | $41,102,735 | | Average Non-PEO Named Executive Officers | | | | | | | | | | 2024 | $6,600,417 | $5,844,392 | $4,948,643 | $3,180,664 | $844,038 | $1,287,627 | $— | $11,016,997 |

  71. Pay Versus Performance

    | (3) Arlo TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31, 2024, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Peer Group TSR is calculated based on the S&P 600 Information Technology Index, which is used for purposes of Item 201(e) of Regulation S-K. |

  72. Pay Versus Performance

    | (4) As required by Item 402(v) of Regulation S-K, we have determined non-GAAP operating income (loss) as the company selected measure. Refer to Annex A of this Proxy Statement for reconciliations of non-GAAP items. |

  73. Pay Versus Performance

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 55 |

  74. Pay Versus Performance

    Required Tabular Disclosure of Most Important Financial Performance Measures Listed below are the financial measures that in our assessment represent the most important performance measures we use to link CAP for the last fiscal year to company performance:

  75. Pay Versus Performance

    | • | Non-GAAP operating income (loss) |

  76. Pay Versus Performance

    | • | Cash Balance |

  77. Pay Versus Performance

    | • | Arlo stock price |

  78. Pay Versus Performance

    | • | Cumulative paid subscriber accounts |

  79. Pay Versus Performance

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the S&P 600 IT Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our named executive officers during the applicable years. Our management team’s successful execution of Arlo’s transformation strategy resulted in Arlo developing a reputation for operational excellence and financial discipline. Consistently meeting and exceeding our operational targets generated a significant boost to Arlo’s financial outlook and resulted in a 219% TSR since December 2022, which surpassed Arlo’s peer group the S&P 600 IT Index.

  80. Pay Versus Performance

    | 56 | |

  81. Pay Versus Performance

    All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  82. Pay Versus Performance

    | | Arlo Technologies, Inc. Notice of 2025 Annual Meeting and Proxy Statement 57 |

  83. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

  84. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Business Experience: Ralph E. Faison has served as the Chairman of our Board since 2018. Mr. Faison is currently a private investor. Prior to joining Arlo’s Board, Mr. Faison served on the board of directors of NETGEAR, Inc. from 2003 to 2018. From 2011 to 2014, Mr. Faison served as the President and Chief Executive Officer and chair of the board of directors of Pulse Electronics Corporation. From 2003 through 2007, Mr. Faison served as Chief Executive Officer of Andrew Corporation and served at various times as its President, Chief Operating Officer, and Director. From 2001 to 2002, Mr. Faison was President and Chief Executive Officer of Celiant Corporation, which was acquired by Andrew Corporation. From 1997 to 2001, Mr. Faison was Vice President of the New Ventures Group at Lucent Technologies, Inc., and from 1995 to 1997, he was Vice President of advertising and brand management at Lucent. Prior to Lucent, Mr. Faison also held various positions at AT&T, including as Vice President and General Manager of AT&T’s wireless business unit and manufacturing Vice President for its consumer products unit in Bangkok, Thailand. Mr. Faison currently serves on the board of directors of Vislink Technologies, Inc., a public company that produces wireless broadcast video cameras for the commercial broadcast and military markets. Mr. Faison received a Master of Science, Business Administration and Management from Stanford University Graduate School of Business and a Bachelor of Business Administration, Marketing from Georgia State University. Qualifications: Mr. Faison has extensive experience in leading and managing large international companies. He is well-versed in the complex manufacturing and distribution systems that today’s multinational companies implement. The Nominating and Corporate Governance Committee believes that Mr. Faison, as a previous public company chair and chief executive officer, is able to advise Arlo on many aspects of public company governance and management and is qualified to serve as a member of our Board. | | Ralph E. Faison | | | Age 66 Director since 2018 Board Committees: Chairman of the Board, Nominating and Corporate Governance (Chair), Compensation and Human Capital, Cybersecurity and Privacy, Strategic and Capital Allocation (Chair) Other Current Public Company Boards: Vislink Technologies, Inc. | |

  85. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | | Business Experience: Jocelyn E. Carter-Miller has served as a member of Arlo’s Board since 2018. Prior to joining our Board, Ms. Carter-Miller served on the board of directors of NETGEAR from 2009 to 2018. Since 2001, Ms. Carter-Miller has been President of TechEdVentures, Inc. and since 2013 of SoulTranSync, LLC, both of which are entrepreneurial ventures specializing in the development and marketing of high performance educational and personal/ community empowerment programming. Ms. Carter-Miller has also led Jocelyn Carter-Miller, LLC, a business consulting firm, as President since 2016. From 2002 to 2004, Ms. Carter-Miller also served as Executive Vice President and Chief Marketing Officer of Office Depot, Inc. and spent a decade with Motorola, Inc., initially as a Director of Marketing and Network Service Quality, then as Vice President and GM of International Networks Division Latin America and EMEA Operations, and ultimately as Corporate Vice President and Chief Marketing Officer. She also spent ten years at Mattel, Inc. in marketing, product development and strategic business planning roles. Currently, Ms. Carter-Miller holds leadership roles on the public boards of Principal Financial Group, Inc., InterPublic Group, Inc., and Backblaze, Inc. She also serves on the NACD National and Broward Black Chamber of Commerce Foundation non-profit boards. Ms. Carter-Miller has been awarded several distinctions including NACD Directorship 100 Honoree, Savoy Power 300: Most Influential Black Corporate Directors, Directors & Boards Director to Watch, Most Influential Corporate Board Directors by Women, Inc., and BoardProspects 100 Black Directors Making a Difference. Ms. Carter-Miller received a B.S. in Accounting from the University of Illinois, an MBA in Finance and Marketing from the University of Chicago and is a Certified Public Accountant (unlicensed). Qualifications: Ms. Carter-Miller provides an in-depth understanding of marketing to home users and small businesses based on her extensive marketing and executive experience at various public companies serving those consumers. The Nominating and Corporate Governance Committee believes that Ms. Carter-Miller’s expertise gained from her time on the boards of large public companies provides an important perspective on corporate governance best practices and procedures that can be applied at Arlo and qualifies her to serve as a member of our Board. | | Jocelyn E. Carter-Miller | | | Age 67 Director since 2018 Board Committees: Compensation and Human Capital (Chair), Audit, Strategic and Capital Allocation Other Current Public Company Boards: Principal Financial Group, Inc., Interpublic Group of Companies, Inc., Backblaze, Inc. | |

  86. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NAMED NOMINEES. |

  87. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | 60 | |

  88. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  89. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Deloitte has been engaged as our independent registered public accounting firm effective April 13, 2024 and served as our independent registered public accounting firm for the fiscal year ended December 31, 2024.